November 25, 2016

Executive pay: Top companies get thumbs down from investors at AGMs

More of Australia's top companies than ever before have seen investors give the thumbs down to executive pay packets, and the company AGM season still has weeks left to run.

Just over 100 of all listed companies saw a so-called "first strike" vote against executive pay last year.

It looks like that number is set to rise as investors voice their dissatisfaction with company performance.

Executive Remuneration Reporter principal Kym Sheehan follows the meetings closely, and said investors are clearly unhappy with this year's results.

"The consensus appears to be that this has been a disappointing results season, so when you get disappointing results, but you see that executives are earning their annual bonus, there immediately is a question as to how does that happen?" she said.

There has been a significant investor vote against executive pay packets, known as a strike, at several of the top 100 listed Australian firms so far this year, with more likely to come.

The list reads like a roll call of some of Australia's biggest corporations including CSL, Woodside Petroleum, AGL Energy, Boral, and Goodman Group.

Even the biggest of them all, the Commonwealth Bank, saw a historic first strike in the wake of a series of scandals.

Allan Goldin, a director at the Australian Shareholders Association represents small retail investors at AGMs through proxy votes.

"Obviously CBA stands out, it is our biggest company, it should be the forerunner of corporate governance," he said.

"So having a big strike against them, that's a really bad look."

Mr Goldin said companies like Goodman Group, Metcash and Boral should not have seen a strike vote but did, which was surprising as they were not expected to have corporate governance problems.

Two strikes and you're (potentially) out

The two strike rule itself is relatively new. When more than a quarter of shareholders vote against executive pay at an AGM, that is strike one. If it happens again the following year, that is strike two.

This sets in motion a vote to spill the board and directors must stand for re-election.

"It's a sign that the behind the scenes negotiations ... where the chair of the board goes out and meets with key investors, hasn't resulted in them giving their support," Ms Sheehan said.

The eight first strikes among Australia's top 100 companies so far, compares to just four last year and three in 2014.

"If you are getting a first strike it usually means you haven't been talking, you haven't been communicating with the institutions, you haven't been communicating with the retail shareholders," said Mr Goldin.

"You have believed, I am sure in most cases, that what you are doing is right, but you haven't paid enough attention to getting the message out and listening to the feedback."

BHP spinoff South32 narrowly avoided a first strike vote at its AGM late yesterday.

Meanwhile, other big listed companies have come close to the feared first strike this year, including Tatts and Tabcorp, amid their plans for a merger, and Nine Entertainment, thanks to a disappointing performance during the year.

The other major banks - ANZ, Westpac and NAB - will hold AGMs next month.

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